X0306 4 2015-04-07 0 0001574085 Ashford Hospitality Prime, Inc. AHP 0001260655 KESSLER DOUGLAS A 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 1 1 0 0 President Common Stock 2015-04-07 4 F 0 3903 16.58 D 57461 D Common Partnership Units 0 Common Stock 241220 241220 D Represents shares forfeited to Ashford Hospitality Prime, Inc. ("Ashford Prime") to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of a portion of a restricted stock award previously made to the Reporting Person. Includes shares issued to the Reporting Person in connection with the spin-off (the "Spin-Off") of Ashford Prime from Ashford Hospitality Trust, Inc. ("Ashford Trust") on November 19, 2013, pursuant to which the Reporting Person received one share of Ashford Prime common stock for every five shares of Ashford Trust common stock held on the record date, November 8, 2013. Reflects common units issued to the Reporting Person in connection with the Spin-Off. Beginning one year from the issuance date, such common units are redeemable by the Reporting Person for cash, or at the option of Ashford Prime, shares of Ashford Prime's common stock on a 1-for-1 basis. The common units do not expire. /s/ Douglas A. Kessler 2015-04-27